LON44627178 123588-0043

Commitments of BT Plc and Openreach Limited

to Ofcom

LON44627178 123588-0043

TABLE OF CONTENTS

ITEM PAGE

-i-

1. General provisions ............................................................................................ 1

2. Purpose and incorporation of Openreach Limited ............................................ 2

3. The Openreach Division ................................................................................... 2

4. Functional Separation of the Openreach Division ............................................ 3

5. Equal Treatment of Customers ......................................................................... 3

6. Strategy of Openreach Division ........................................................................ 4

7. Transfer of Openreach LoB employees ............................................................ 5

8. Openreach Limited Employee Incentive Remuneration Arrangements ........... 6

9. Management and Operation by Openreach Limited ......................................... 7

10. Confidentiality .................................................................................................. 9

11. Openreach Customer Consultation Process .................................................... 10

12. Separate Headquarters .................................................................................... 12

13. Systems Separation ......................................................................................... 12

14. Supply of Services by BT ............................................................................... 13

15. Openreach Division Sales Activities .............................................................. 14

16. Openreach LoB Branding ............................................................................... 14

17. Code of Practice .............................................................................................. 15

18. Operations in Northern Ireland ....................................................................... 15

19. Monitoring of Openreach Performance and Compliance ............................... 16

20. Openreach Division Reporting ....................................................................... 17

21. Compliance with other legal requirements ..................................................... 18

22. Exceptional Incidents ...................................................................................... 18

23. BT plc Step-in rights ....................................................................................... 18

24. Variations to the Commitments ...................................................................... 19

25. Exemptions to Existing Undertakings ............................................................ 19

26. Expiry and termination of these Commitments .............................................. 20

27. General ............................................................................................................ 20

Definitions and Interpretation ..................................................................... 21 Annex A

List of the MIS systems ............................................................................... 30 Annex B

List of Shared OSS ...................................................................................... 32 Annex C

LON44627178 123588-0043

COMMITMENTS OF BT PLC AND OPENREACH LIMITED TO OFCOM

WHEREAS:

(A) On 10 March 2017, British Telecommunications plc (BT plc) notified Ofcom

under section 89C of the Communications Act 2003 (implementing Article

13b of the Access Directive) of intended changes to the structure and

governance arrangements relating to the Openreach Division described in

these Commitments (the Notification) pursuant to which, BT plc would:

(a) incorporate Openreach Limited as a wholly owned private company

limited by shares and incorporated in England and Wales (Openreach

Limited);

(b) procure that Openreach Limited, once incorporated, adopts and

observes these Commitments;

(c) enter into the Openreach Agency and Services Agreement (the ASA)

with Openreach Limited to give effect to these Commitments. The

ASA will set out the framework which supports the relationship

between BT plc and Openreach Limited in respect of the Openreach

LoB (as defined below) as described by these Commitments; and

(d) adopt, and procure that Openreach Limited adopts the Governance

Protocol (as defined below) which further details governance matters

relating to Openreach Limited, including the duties and authority of the

Openreach Board and the Openreach Executive (each as defined

below).

(B) These Commitments shall apply in respect of the matters to which they relate

in the whole of the United Kingdom (except the Hull Area) but shall apply to

Northern Ireland only to the extent set out in section 18.

(C) BT plc shall continue to operate in accordance with the Undertakings until

released from them by Ofcom.

NOW THEREFORE:

1. General provisions

1.1 BT plc gives Ofcom the commitments below, subject to their formal adoption

by the BT plc board of directors and the satisfaction of the conditions set out

in the Notification, including the release of BT plc from the Undertakings..

1.2 Words and expressions used in these Commitments shall be interpreted in

accordance with Annex A (Definitions and Interpretation).

1.3 The Annexes to these Commitments shall form part of these Commitments.

1.4 References to paragraphs, sections and Annexes shall mean paragraphs and

sections of, and Annexes to, these Commitments, unless otherwise stated.

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1.5 References to activities to be undertaken by (i) the Openreach Division or

(ii) Openreach Limited in these Commitments shall, in each case, be taken to

mean such activities undertaken by those entities on behalf of BT plc.

2. Purpose and incorporation of Openreach Limited

2.1 BT plc shall incorporate Openreach Limited as a private limited company,

which will be a wholly owned subsidiary of BT plc with a majority

independent board of directors. The process for the appointment of the

Openreach Board is set out in the Governance Protocol. Openreach Limited’s

purpose is:

(a) to set the strategy of the Openreach LoB in accordance with these

Commitments, the ASA and the Governance Protocol; and

(b) to operate and manage the Openreach LoB on behalf of BT plc in

accordance with these Commitments, the ASA and the Governance

Protocol.

2.2 BT plc will engage Openreach Limited to manage and operate the Openreach

LoB, including the assets and trading thereof in accordance with these

Commitments and the Governance Protocol.

2.3 BT plc shall ensure that Openreach Limited (once incorporated) adopts and

observes these Commitments and the Governance Protocol.

2.4 BT plc shall ensure that Openreach Limited (once incorporated) and BT plc

shall enter into the ASA.

2.5 In accordance with the Governance Protocol, Openreach Limited will have the

capabilities necessary to develop plans for review and approval by the

Openreach Board on major operational and investment decisions to fulfil

customer needs. The Openreach Executive will be responsible for the

management and operation of the Openreach LoB and its operational decisions

in accordance with the Final Approved AOP and Final Approved MTP.

2.6 BT plc shall notify Ofcom when each of the steps in paragraphs 2.1 to 2.4 has

been completed.

3. The Openreach Division

3.1 The Openreach line of business (the Openreach LoB) means the business of

BT which consists of the products listed in paragraphs 3.2 and 3.3 below, the

trading associated with them and the assets referred to in paragraph 3.5 below.

3.2 The Openreach Division (which means, taken together, Openreach Limited

and the Openreach LoB) shall provide on behalf of BT plc those SMP

Products which are provided over BT’s Access Network and BT’s Backhaul

Network and which are important in supporting future downstream

competition. These products currently include:

(a) Dark Fibre Access;

(b) MPF;

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(c) Physical Infrastructure Access;

(d) Relevant Ethernet Services;

(e) Relevant WDM Services; and

(f) Virtual Unbundled Local Access.

3.3 The Openreach Division shall provide other SMP Products and non-SMP

Products in a product portfolio similar to that which prevails at the date of

these Commitments, each of which are provided by means of BT’s Access

Network and BT’s Backhaul Network.

3.4 The provision of products shall include in particular:

(a) product management;

(b) sales;

(c) in-life service management;

(d) specification of the products and their functionality; and

(e) setting prices.

3.5 The Openreach LoB assets shall comprise the assets of BT’s Access Network

and BT’s Backhaul Network needed to be managed and operated by the

Openreach Division in order to provide the products listed in paragraphs 3.2

and 3.3, and including items needed to support those products and assets such

as line testing and remote diagnostics.

3.6 In the event that Ofcom concludes, pursuant to a market review, that BT no

longer has SMP in a particular market, then except in the event that BT

determines at its sole discretion that it is impractical to do so, such products

within that market (which were formerly SMP Products but which have

become non-SMP Products) shall be provided by, and the related assets shall

be managed by a division of BT other than the Openreach Division. BT plc

shall notify Ofcom of its reasons in circumstances where it has decided to

retain provision of such non-SMP Products within the Openreach Division.

4. Functional Separation of the Openreach Division

4.1 The Openreach Division shall be operated as a functionally separate division

of BT in accordance with these Commitments.

5. Equal Treatment of Customers

5.1 The Openreach Division shall treat all customers equally in the exercise of its

functions. The articles of association of Openreach Limited will contain an

obligation to this effect. Pursuant to the obligation to treat all customers

equally, the Openreach Division shall be required to reach decisions on

wholesale supply using criteria which treat all customers equally.

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5.2 The obligation set out in paragraph 5.1 will include customer consultation,

strategy and investment decisions and a requirement to follow processes which

are objective and non-discriminatory.

5.3 Where required to do so by SMP regulation set by Ofcom under the relevant

provisions of the Communications Act 2003, the Openreach Division shall

provide the SMP Products referred to in paragraph 3.2 on an equivalence of

input basis.

5.4 Where the Openreach Division provides non-SMP Products on behalf of BT

plc and such provision is thereby unregulated by Ofcom, Openreach Limited

shall nonetheless also comply with its commitment set out in paragraph 5.1 to

treat all customers equally and not unduly favour any particular

Communications Provider customer (including BT’s Downstream Divisions).

5.5 The obligation to treat all customers equally shall not require BT to make

investments in respect of the Openreach Division to the detriment of BT as a

whole, having taken into account any positive returns or other benefits of

investments in the Openreach Division. Where, following a proposal by the

Openreach Division, BT decides not to make an investment because it

considers it would be to the detriment of BT as a whole, it shall notify Ofcom

of that decision.

5.6 The obligation to treat all customers equally shall not require Openreach

Limited to include in the AOP or MTP investments that would be to the

detriment of the Openreach Division, or require the Openreach Board, the

Openreach Executive, Openreach Limited or any Openreach Employee to

issue an instruction or recommendation to make such investments.

6. Strategy of Openreach Division

6.1 BT plc shall delegate to Openreach Limited (acting through the Openreach

Board) responsibility for setting the strategy of the Openreach Division in

accordance with the Governance Protocol and these Commitments (the

Authority). In setting its strategy, Openreach Limited will take into account

the interests of all of its customers.

6.2 Openreach Limited, acting through the Openreach Board, shall be entitled to

sub-delegate any of the powers conferred on it pursuant to the Authority to any

committee (of at least two directors) of the Openreach Board, the Openreach

Executive or any Openreach Employee, in accordance with the terms of the

Governance Protocol and these Commitments, with further powers of sub-

delegation, provided that such powers of sub-delegation may only be exercised

in favour of any committee (of at least two directors) of the Openreach Board,

the Openreach Executive or any Openreach Employee, in accordance with the

terms of the Governance Protocol and these Commitments.

6.3 Openreach Limited shall be responsible for setting the strategy of the

Openreach Division in accordance with these Commitments and the

Governance Protocol. BT shall remain responsible for BT strategy, including

the overall BT strategic framework. Openreach Limited shall take the overall

BT strategic framework into account in setting the strategy of the Openreach

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Division, as set out in the Draft AOP and Draft MTP. BT Group plc CEO and

BT Group plc CFO shall review the strategy developed by Openreach Limited

and may comment within the AOP and MTP review process set out in the

Governance Protocol on whether these plans are consistent with the overall BT

strategic framework.

7. Transfer of Openreach LoB employees

7.1 Upon the ASA taking effect in accordance with its terms, the employment

contracts of c.32,000 employees in Openreach LoB will transfer from BT to

Openreach Limited by way of a transfer under TUPE, assuming that TUPE

then remains in force and provides for such a transfer.

7.2 Following the transfer referred to in paragraph 7.1, Openreach Limited will

have control over the employment of the employees referred to in paragraph

7.1 and those recruited by Openreach Limited subsequently (together, the

Openreach Employees).

7.3 Subject to the satisfaction of the conditions set out in the Notification, any

employees who transfer to Openreach Limited and who are active members of

the BT Pension Scheme at the point of transfer will continue to be eligible to

participate in the BT Pension Scheme on the transfer of their employment to

Openreach Limited, with no break in service as a result of the transfer.

7.4 Openreach Employees shall include:

(a) all field engineers working for the Openreach LoB from time to time,

including their line management up to and including the Openreach

CEO;

(b) those employees involved in the design, planning, implementation and

in-life service management of the products provided by the Openreach

Division, including their line management up to and including the

Openreach CEO; and

(c) those employees who carry out activities which are ancillary to those

described in (a) and (b) above, those who support and manage them,

and those who undertake the sales function of Openreach LoB.

7.5 In relation to particular geographical areas, Openreach Limited, BTTSO and

BT’s Downstream Divisions (except BT’s divisions which are predominantly

concerned with providing products to End-Users) may agree from time to time

that:

(a) BTTSO and BT’s Downstream Divisions (except BT’s divisions which

are predominantly concerned with providing products to End-Users)

shall on behalf of Openreach Division undertake activities which under

these Commitments are otherwise to be undertaken by Openreach

Division on behalf of BT plc; and/or

(b) Openreach Division shall on behalf of BTTSO and BT’s Downstream

Divisions (except BT’s divisions which are predominantly concerned

with providing products to End-Users) undertake activities which

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under these Commitments otherwise fall to be undertaken by BTTSO

or BT’s Downstream Divisions (except BT’s divisions which are

predominantly concerned with providing products and services to End-

Users),

provided that, unless the Openreach Board agrees otherwise, not more than

250 field engineers shall at any one time be engaged in the undertaking of

activities under this section. Any material exercise of this provision shall be

notified to Ofcom.

8. Openreach Limited Employee Incentive Remuneration Arrangements

8.1 The remuneration incentive arrangements of the Openreach CEO and the other

members of the Openreach Executive shall be based on Scorecards that

include incentives for high quality of service delivery. These incentives will be

weighted not less than 25% of the total Scorecard outcome.

8.2 All incentive remuneration of Openreach Employees shall reflect solely the

objectives of the Openreach Division. Openreach Limited will operate to a

Scorecard which reflects the commitment to treat customers equally set out in

the articles of association of Openreach Limited and in these Commitments.

The principles of that Scorecard will be cascaded to all Openreach Employees

who have currently, or may have in the future, bonus payments. Bonus

payments based on Scorecard performance shall relate solely to the

performance of the Openreach Division and to any other relevant provisions of

these Commitments. Such bonus payments shall not be denominated in BT

Group plc shares, but Openreach Employees remain eligible to participate in

BT’s ongoing and future general all-employee share plans and benefits

arrangements.

8.3 BT shall:

(a) make available long term incentive plans for relevant Openreach

Employees, including a deferred bonus plan (Openreach Incentive

Plans);

(b) where a BT employee has been granted an option over shares under the

BT Group Global Share Option Plan or an award of shares under the

BT Group Incentive Share Plan or the BT Group Retention Share Plan,

and subsequently becomes an Openreach Employee, use its reasonable

endeavours to replace those options or share awards with awards under

the Openreach Incentive Plans;

(c) ensure that, where a performance condition applies to the granting or

vesting of an award under the Openreach Incentive Plans, that

performance condition shall relate to the performance of the Openreach

Division or some other appropriate index related to the objectives of

the Openreach Division; and

(d) ensure that no such awards in respect of BT Group plc shares shall be

made to Openreach Employees except that BT Group plc shares may

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be part of an appropriately weighted basket of shares or some other

appropriate index.

9. Management and Operation by Openreach Limited

Openreach Assets A.

9.1 In accordance with the ASA and the Governance Protocol, BT plc will engage

Openreach Limited to manage and operate the Openreach assets described in

paragraph 3.5. BT plc will retain legal ownership of the assets (including

intellectual property) and all trading (including future assets and trading) that

comprises the Openreach LoB from time to time and will retain all of the

economic benefits and risks of those assets and trade.

9.2 Openreach Limited shall not manage or operate assets of BT outside the

Openreach Division, other than any shared assets allocated for the provision of

the products of the Openreach Division. BT’s Downstream Divisions shall not

manage or operate the assets of BT used by the Openreach Division in

connection with the provision of its products other than any shared assets

allocated for the provision of the products of the Downstream Divisions.

9.3 Openreach Limited shall be permitted to maintain, remove, replace and build

assets (such as network equipment) on behalf of BT plc at all times, in the

normal course of business and in accordance with the terms of the ASA and in

compliance with the Final Approved AOP and the Final Approved MTP, and

the other provisions of the Governance Protocol.

9.4 Openreach Limited is not permitted to acquire assets and liabilities for its own

balance sheet. Where Openreach Limited acquires, sells and otherwise deals

with Openreach LoB assets, it shall do so on behalf of BT plc and for the

account of BT plc and the necessary actions will be taken to ensure those

assets are owned by BT plc.

9.5 Openreach Limited’s involvement in the management and operation of BT’s

Access Network and BT’s Backhaul Network does not extend to or include the

management and operation of any assets used by Communications Providers

to provide Network Access created using Dark Fibre Access and/or Physical

Infrastructure Access.

9.6 Subject to the ASA and the Governance Protocol, Openreach Limited shall

have full responsibility for any investment decisions relating to the assets

referred to in paragraph 3.5, which shall be embodied within the Final

Approved AOP and the Final Approved MTP (as varied from time to time in

accordance with the Governance Protocol).

Openreach LoB Trading B.

9.7 In accordance with the terms of the ASA, BT plc will engage Openreach

Limited to manage and operate:

(a) all Openreach LoB customer and supplier relationships and all

Openreach LoB trading, including the negotiation, management,

execution and handling of customer and supplier contracts and

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appropriate SLAs (with Openreach Employees signing as agent on

behalf of BT plc with BT plc being the contracting party);

(b) the invoicing of Openreach LoB customers as agent for BT plc;

(c) receiving payments as agent for BT plc directly into a Openreach

Limited bank account with any such receipts immediately being

payable in full to BT plc (and therefore swept overnight into BT plc

bank accounts in keeping with current BT Group Treasury

arrangements); and

(d) acting as paying agent for BT plc whereby Openreach Limited makes

payments to relevant counterparties, once Openreach Limited has been

put in funds by BT plc.

9.8 Subject to the ASA and the Governance Protocol (where applicable):

(a) Openreach Limited alone shall conduct the trading on behalf of BT plc

in relation to the assets defined in paragraph 3.5 and provide products

defined in paragraph 3.2 and 3.3.

(b) BT’s Downstream Divisions may provide products in markets where

BT is subject to an SMP Condition created as a result of those BT

Downstream Divisions having purchased from Openreach Dark Fibre

Access or Physical Infrastructure Access provided that they do not

substitute to a material degree for SMP Products provided by the

Openreach Division which are defined in paragraph 3.2.

(c) Openreach Limited shall provide (on behalf of BT plc) products

provided by Openreach Division only to Communications Providers.

(d) Openreach Limited shall determine what products to supply using the

assets it manages and operates, which shall include those products

mandated under the SMP Conditions, and also determine any

appropriate enhancements in the functionality of these assets needed to

provide such products and shall determine Commercial Policy in

respect of such products.

(e) Openreach Limited shall have sufficient influence over other relevant

assets of BT necessary to provide products provided by Openreach

Division using mechanisms including the following:

(i) when Openreach LoB makes use of network assets from BT it

shall set standards for in-life service management, covering

such matters as provisioning times, provisioning effectiveness,

fault rates, repair times and repeat fault rates. The standards

will be based upon its judgement of the needs of the customer

base it serves, and will not simply replicate the standards

prevailing for BT’s downstream services. The required

standards shall be reasonably practicable and set out in SLAs

between Openreach LoB and BT; and

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(ii) new requirements for SMP Products to be provided by

Openreach LoB will be addressed by a Openreach Limited

owned Statement of Requirements Process (or, as appropriate,

the Customer Consultation Process). The application by

Openreach of the Statement of Requirements Process to any

such requirement shall be subject to review by the OBARCC

upon reasonable request by a Communications Provider. Where

the OBARCC identifies as part of its review any deficiencies in

the application of the Statement of Requirements Process by

Openreach LoB, Openreach Limited shall take due account of

any suggestions or comments the OBARCC may have in

respect of any such deficiencies.

10. Confidentiality

10.1 Subject to paragraph 10.2, no employee or agent of BT (including BT’s

external advisers and sub-contractors) who is not working for Openreach

Limited following the ASA taking effect (a BT Recipient) shall:

(a) directly or indirectly participate in the formulation or making of, or

influence or attempt to influence, the Commercial Policy of the

Openreach LoB;

(b) have access to any Openreach Customer Confidential Information; or

(c) have access to Commercial Information of the Openreach LoB held by

any Openreach Employee or agent of Openreach Limited.

10.2 The restrictions in paragraph 10.1 shall not apply:

(a) to the extent necessary to enable:

(i) BT or Openreach Limited to comply with and ensure the proper

functioning of (and monitor compliance with) the arrangements

under these Commitments (including the operational delivery

of the products pursuant to Section 9 of these Commitments),

the ASA or the Governance Protocol; or

(ii) BT to fulfil its responsibilities as a publicly listed consolidated

group of companies and to ensure best practice governance

(including all necessary legal, financial, fiduciary and

regulatory obligations).

(b) in relation to the restriction in 10.1(a) only, where such participation is

conducted through mechanisms and processes that are also available to

other Communications Providers;

(c) in relation to the restriction in 10.1(b) only, where any Openreach

Customer Confidential Information is disclosed:

(i) with the relevant customer’s consent; or

(ii) solely for the purpose of a customer order being transferred

from one part of BT to another pursuant to paragraph 15.1; and

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(d) in relation to the restriction in 10.1(c) only, where access to any

Commercial Information of the Openreach LoB is provided in a

manner that would be provided to other Communications Providers in

the ordinary course of business.

10.3 Notwithstanding any other provision in this section 10, disclosure to a BT

Recipient of any Customer Confidential Information provided to Openreach

Limited during the Confidential Phase of a Customer Consultation Process

shall be prohibited (except as specified in paragraph 11).

10.4 BT shall maintain a record of all individuals, including their roles and

functions, who have received any significant information pursuant to any of

the exemptions in paragraph 10.2 and a summary of the nature of the

information provided (the Disclosure Record), to enable OBARCC to perform

its obligations in accordance with these Commitments.

10.5 BT shall provide a copy of the Disclosure Record to OBARCC on a quarterly

basis. OBARCC shall share the Disclosure Record with Ofcom from time to

time at Ofcom’s request.

10.6 Openreach Limited shall keep confidential and not disclose (and shall procure

that its directors and employees keep confidential and do not disclose)

confidential information relating to BT (other than Openreach Limited) to any

person other than to: (i) any entity forming part of BT; or (ii) any director,

officer or employee of any entity forming part of BT, except to the extent

otherwise agreed between BT plc and Openreach Limited or where disclosure

is required to comply with the terms of the ASA.

11. Openreach Customer Consultation Process

11.1 BT plc will delegate authority to the Openreach Board to:

(a) ensure that the Openreach Executive shall treat all Communications

Providers equally in consultation processes, particularly in the early

stages of significant investment decisions related to the future

development of the networks and products of Openreach LoB and

maintain customer confidentiality in accordance with the Customer

Consultation Process set out in these Commitments and the

Governance Protocol; and

(b) consider and address as appropriate representations from

Communications Providers, Ofcom and other stakeholders.

11.2 Both the Openreach Board and the Openreach Executive will ensure the below

process is followed in relation to significant investments related to the future

development of Openreach LoB’s networks and products, taking due account

of Communications Providers’ views on the implementation of this process

through industry consultation.

The Confidential Phase (Investment and technology choice) A.

11.3 Openreach Limited will be open to receiving well-developed proposals from

Communications Providers regarding the development of Openreach LoB

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networks and products, including on a co-investment or risk-sharing basis.

Openreach Limited will take into account and fairly evaluate such proposals

when developing Openreach Limited’s proposals for investment in its

networks and products.

11.4 The considered investments will not be disclosed outside the Openreach

Division, except with the consent of the Communications Provider proposing

the investment; after such consent has been received, Openreach Limited will

be entitled to disclose the considered investments to the BT Group plc CEO,

the BT Group plc CFO and any other named individuals before the

announcement referred to in paragraph 11.7 is made.

11.5 Once Openreach Limited has formed an intention to consider seriously a

significant investment in its networks and products, which could form the

basis for new forms of network access, it should announce its intention to do

so at an early point in deliberations, to be able to consult with

Communications Providers having provided reasonable advance notice to the

BT Group CEO and BT Group CFO.

11.6 During this process, Openreach Limited will not make any changes to

Openreach LoB’s network which would prevent the provision of the network

access envisaged in the proposals.

The Public Phase (Commercial and Technical Feasibility) B.

11.7 The public phase begins when Openreach Limited publicly announces an

intention to consider seriously a significant investment in Openreach LoB

networks and products, which it considers could form the basis for new forms

of network access, and continues until a formal decision concerning the

proposal is made. During this phase, Openreach Limited will consult with

Communications Providers to establish their needs and potential demand for

the proposed networks and products.

11.8 If such demand exists and Openreach Limited decides to proceed with the

proposals, Openreach Limited will announce an intention to proceed with the

proposal, subject to an approved business case, obtaining capital as needed and

any further authorisations as required by the Governance Protocol.

The Committed Phase (Implementation) C.

11.9 The committed phase will run from the time Openreach Limited has made its

respective decision concerning the investment (having obtained capital as

needed and any further authorisations required by the Governance Protocol)

and until the network is deployed or service launched.

11.10 Openreach Limited will identify the commercial and technical feasibility of

the new form of network access, through industry fora with its customers.

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11.11 If, after consultation, Openreach Limited commits to developing the

commercial application of a new form of network access, Openreach Limited

will use an industry group (where appropriate) comprising its customers to

identify key aspects of the implementation. Openreach Limited will work with

this group, as appropriate, to:

(a) produce a reference interconnection architecture, setting out the

manner in which the new and existing forms of network access are

expected to interconnect with each other;

(b) produce an implementation plan including the process for migrating to

the new form of network access;

(c) produce a communications plan setting out how this implementation

will be communicated to End-Users; and

(d) oversee the actual implementation, taking any such action as may be

necessary in order to ensure that the above plans are achieved.

11.12 For the avoidance of doubt, the industry group will not be responsible for

managing the deployment of the new form of network access, nor will the

group have the ability to delay the deployment unreasonably, except with the

agreement of Openreach Limited.

11.13 Openreach Limited will publish guidelines setting out the consultation

principles it will follow for consultations about the new network access. The

guidelines will include objectives for each consultation and the process and

timescale for responses, as well as a statement explaining decisions made.

Openreach Limited will also publish its implementation plan of record at

appropriate intervals, to include information on interconnection, migration

plans, and indicative non-binding road maps over two years for SMP Products

likely to be provided using the new network access.

12. Separate Headquarters

12.1 The Openreach Division headquarters shall be situated in:

(a) access-controlled accommodation which is separately secured from

BT’s Downstream Divisions and BTTSO; and

(b) accommodation which is separately located from BT’s Downstream

Divisions and BTTSO.

13. Systems Separation

13.1 Openreach Limited shall be responsible for developing its strategy for the

systems needed to manage and operate the business of the Openreach

Division.

13.2 The Openreach Division shall maintain its own MIS and OSS (except such

MIS and OSS as are listed in Annex B and Annex C respectively), separate

from the BT OSS, to the standard of Level 2 System Separation.

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13.3 Openreach Limited shall manage and operate the OSS used by the Openreach

Division to provide its products on the basis of the principle that the provision

of Openreach Commercial Information and Openreach Customer Confidential

Information held in the OSS should be restricted to the Openreach Employees

and to any individuals in relation to whom Openreach Limited has authorised

access in accordance with these Commitments or the Governance Protocol.

13.4 Openreach Limited shall:

(a) in relation to the OSS within the sole control of the Openreach LoB,

determine the level of security required of its systems to be able to

secure such confidentiality; and

(b) in relation to the shared OSS listed in Annex C, agree with BT plc the

level of security required of those systems to be able to secure such

confidentiality.

13.5 Save in relation to the shared MIS listed in Annex B, Openreach Limited shall

determine the level of security required to ensure that the management

information held on the MIS used by Openreach Limited in the management

of its business remains confidential to the Openreach Employees and any

individuals in relation to whom Openreach Limited authorises access in

accordance with these Commitments.

14. Supply of Services by BT

14.1 For the avoidance of doubt, Openreach Limited may draw upon support

services in connection with the Openreach Division (including billing, finance,

regulatory, legal, HR, BTTSO and others) from any part of BT or BT’s agents

and sub-contractors and may use BT’s centres of excellence on the basis that:

(a) Openreach Limited will consult with the relevant support service or

centre of excellence on decisions relating to the services provided; and

(b) Openreach Limited will retain responsibility for any ultimate decision

on the use of the support service or centre of excellence,

provided that doing so will not require the disclosure of Commercial

Information of Openreach, except where such disclosure is otherwise

permitted by these Commitments.

14.2 In relation to the supply of services from BTTSO, the relationship between

BTTSO and Openreach Limited will be a typical customer/supplier

relationship governed on the basis that:

(a) Openreach Limited will consult with BTTSO on decisions relating to

the BTTSO services;

(b) Openreach Limited will retain responsibility for any ultimate decision

on the use of the BTTSO services and will be responsible for

supervising the receipt from BTTSO of the BTTSO services; and

(c) BTTSO will retain responsibility for delivering the BTTSO services as

requested by Openreach Limited.

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15. Openreach Division Sales Activities

15.1 In relation to sales activities:

(a) Openreach Division is expected to be the primary channel to market

for its portfolio of products.

(b) Openreach Limited can take orders for products which are product

managed by another part of BT, and project manage their delivery,

only under the following circumstances:

(i) where products which are managed by parts of BT other than

Openreach Limited and Openreach LoB products require

detailed operational co-ordination, in order for example to

synchronise the supply of different elements of those products,

such as combined orders for Wholesale Line Rental and Carrier

Pre-selection; or

(ii) where a Communications Provider’s commercial relationship

with BT is only with Openreach Limited because it

predominantly purchases Openreach LoB products, but it

wishes as a matter of convenience to place a low volume of

orders for other BT products via Openreach Limited.

(c) Openreach Limited shall only accept orders on behalf of BT plc for

products from Communications Providers, including BT.

(d) Other parts of BT can take orders for products which are product

managed by Openreach Limited and project manage their delivery,

only under the following circumstances:

(i) where products which are a product managed by the Openreach

Division and other parts of BT require detailed operational co-

ordination, in order for example to synchronise the supply of

different elements of those products as described in paragraph

15.1(b)(i) above; or

(ii) where a Communications Provider has or wishes to have a

commercial relationship with a part of BT other than the

Openreach Division.

(e) Where a Communications Provider places an order with one part of BT

which pursuant to paragraphs 15.1(b), (c) and (d) should properly have

been placed with another part of BT, the part of BT which receives the

order will arrange for its transfer and will advise the Communications

Provider accordingly.

16. Openreach LoB Branding

16.1 The Openreach LoB brand shall not incorporate the elements “BT” or “British

Telecom”. BT plc shall phase out the use of “BT” and “British Telecom” in

proximity to the Openreach brand as soon as reasonably practicable after these

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Commitments taking effect, in accordance with standard commercial

replacement cycles, namely to be substantially complete in relation to:

(a) Vehicle fleet, in three years;

(b) Buildings and signage, in two years;

(c) Clothing, in 18 months; and

(d) Branded collateral (including marketing, stationery and websites), in

six months.

17. Code of Practice

17.1 BT plc and Openreach Limited shall maintain and publish on their relevant

websites Codes of Practice, to be made available to all their employees, which

set out how BT plc and Openreach Employees must act to ensure compliance

with these Commitments.

17.2 In the case of BTNIN, the Code of Practice shall include specific guidance

which shall cover those behaviours which will be required of BT employees

working for BTNIN to achieve consistency with the intent of these

Commitments.

17.3 The Code of Practice shall explain the rules set out in these Commitments for

access to, and dissemination of, Customer Confidential Information and

Commercial Information, and the restrictions on influencing Commercial

Policy of Openreach LoB and/or Openreach Limited, and following

appropriate union consultation in accordance with current agreements, make

clear the disciplinary consequences of non-compliance. The Code of Practice

shall also draw attention to BT’s confidential telephone number and other

access routes, established for general purposes and in accordance with the UK

Corporate Governance Code, for reporting any concerns about compliance

with these Commitments.

17.4 BT shall provide mandatory compliance and regulatory training for all its

employees who are involved with supporting UK customers, which shall cover

compliance with these Commitments and the Code of Practice.

18. Operations in Northern Ireland

18.1 Sections 2 to 17, of these Commitments (subject to the below) shall not apply

in respect of BTNIN.

18.2 For the avoidance of doubt:

(a) a BT employee or agent working for BTNIN is not to be treated as an

employee or agent of BT who is not working for Openreach Limited;

and

(b) nothing in paragraph 13 requires any separation in respect of BTNIN

or its systems or prevents BT employees or agents working for BTNIN

accessing the systems referred to in paragraph 13.

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18.3 BT commits to:

(a) a virtually separate organisation, BTNIN, with its own senior

management team to manage BT’s Electronic Communications

Network in Northern Ireland, the associated network assets, network

finances, people, culture and wholesale relationships. BTNIN will

manage and operate BT’s Electronic Communications Network in

Northern Ireland in a way that takes due account of the network

investment and product evolution of the Openreach Division and local

initiatives to the benefit of the Northern Ireland community;

(b) provide equivalently in Northern Ireland the SMP Products referred to

in paragraphs 3.2 and 3.3 and to the same timescales as are provided by

the Openreach Division in Great Britain, taking due account of the

Openreach Division’s portfolio and operating strategies to benefit the

Northern Ireland community;

(c) treat all Communication Providers customers equally, ensuring all

commercial information, customer confidential information and

commercial policy is treated in a manner consistent with the principles

set out in these Commitments particularly with regard to the BT

Business and Public Sector LoB, and be subject to compliance

monitoring by BT, including publication of an annual compliance

report to NI stakeholders;

(d) provide transparency around key products and the implementation

plans for BT’s Access Network and BT’s Backhaul Network in

Northern Ireland;

(e) regular engagement with NI stakeholders, sharing implementation

information and gaining stakeholder feedback, including an annual

report on proposed BT’s Access Network and BT’s Backhaul Network

developments in Northern Ireland for comment;

(f) phase out the use of “BT” and “British Telecom” on BTNIN vehicle

fleet and clothing as soon as reasonably practicable from the date upon

which these Commitments take effect, in accordance with standard

commercial replacement cycles, to be substantially completed within 3

and 18 months respectively; and

(g) provide co-location of specified types of equipment at BT exchanges,

all as in Great Britain.

18.4 A Communications Provider based in Northern Ireland shall, if it so chooses,

be entitled to be account managed by BTNIN.

19. Monitoring of Openreach Performance and Compliance

19.1 BT shall monitor the Openreach Division in accordance with the reporting

arrangements set out in the Governance Protocol.

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19.2 Openreach Limited shall establish the OBARCC with the role of reviewing

compliance by the Openreach Division with these Commitments and the

Governance Protocol.

19.3 Openreach Limited shall keep complete and accurate records relating to the

performance of the Openreach LoB in accordance with these Commitments.

19.4 BT shall identify a compliance body (which shall not be the OBARCC) with

the role of reviewing compliance by BT with these Commitments and the

Governance Protocol, as set out in the Governance Protocol.

20. Openreach Division Reporting

Provision of Information to Ofcom A.

20.1 Where Ofcom make a proportionate request in writing for information about

Openreach Division or BT which is reasonably necessary for Ofcom to

monitor the compliance with these Commitments or the Governance Protocol,

BT plc shall provide such information to Ofcom within a reasonable period

having regard to the seriousness and urgency of the request being received.

20.2 To the extent that Ofcom makes such a request to Openreach Limited,

Openreach Limited shall inform BT plc of such request and provide BT plc

with its proposed response in advance of its submission to Ofcom and shall

allow BT plc the opportunity to comment on it.

Openreach Division Financial Reporting B.

20.3 The regulatory financial statements of BT will separately present the financial

results of Openreach Division.

20.4 The content and basis of preparation of the financial results of Openreach

Division in the regulatory financial statements will follow those used in the

preparation of the regulatory financial statements of BT except where

differences are agreed with Ofcom and properly disclosed in the regulatory

financial statements and related documentation.

20.5 Information about the financial results of Openreach Division in the regulatory

financial statements of BT will include the following: headline revenue,

operating costs disaggregated by major cost category, depreciation, revenues

broken down into the broad product groups that Openreach LoB provides and

further split between internal and external sales, and separately identified

payments to other parts of BT for products that form inputs to Openreach LoB

products (eg electronics).

20.6 BT’s regulatory financial statements will reconcile Openreach Division’s

revenue, operating cost and return or profit before tax (and other such items as

may be agreed between BT and Ofcom) with information about Openreach

Division shown in BT Group plc’s annual report and accounts.

20.7 The independent audit of BT’s financial statements will include Openreach

Division.

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20.8 BT shall report Openreach Division’s financial performance in BT Group

plc’s annual and quarterly reports in the same format as is used for BT’s other

divisions.

21. Compliance with other legal requirements

21.1 These Commitments apply in so far as BT plc is not prevented from

complying owing to a matter outside its reasonable control.

21.2 Compliance with these Commitments does not affect the duty on BT plc and

its respective directors and officers to comply with any of its or their

obligations under any law, regulation or enactment in any jurisdiction.

21.3 Nothing in these Commitments shall prevent BT plc from complying with any

applicable laws and regulations and in particular nothing shall inhibit the

provision of information to any employee of BT who requires that information

for the purpose of matters relating to the Regulation of Investigatory Powers

Act 2000 or any other matters relating to national security, and any successor

legislation to the forgoing, or otherwise prevent BT plc from doing anything

necessary in connection with national security.

21.4 Where BT plc and/or the Openreach Division acts in reliance on any of the

provisions of this section 21, it shall report such action to the OBARCC and to

Ofcom (where necessary limiting such reporting to persons with sufficient

security clearances).

22. Exceptional Incidents

22.1 Nothing in these Commitments shall prevent BT from taking any reasonable

and proportionate steps strictly necessary for dealing with an Exceptional

Incident to the extent required in terms of duration and geography to resolve

that Exceptional Incident, including taking any action, or otherwise doing or

not doing anything, which, but for this paragraph 22.1, may be considered to

be a breach of any of these Commitments.

22.2 If the reasonable and proportionate steps include the taking of actions which,

but for paragraph 22.1, may be considered to be a breach of sections 7 to 16 of

these Commitments, the ASA or the Governance Protocol, the BT Group

Senior Representative will provide an Exceptional Incident Report to the

OBARCC and, as soon as reasonably practicable thereafter, to Ofcom.

22.3 The OBARCC will include in its annual compliance report as referred to in the

Governance Protocol, a review of the operation, if any, of this section 22

during the year concerned.

23. BT plc Step-in rights

23.1 BT plc may take such action as it deems reasonably necessary to address the

situations described below and Openreach Limited shall comply with

directions from BT plc in relation to the same:

(a) there is a material failure by Openreach Limited in respect of its

obligations under the ASA or the Governance Protocol;

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(b) Ofcom has, in accordance with applicable law, ordered or advised BT

plc to exercise its step-in rights under the ASA in relation to a

particular incident;

(c) BT plc considers, in its sole discretion, that steps are required in order

to prevent (or remedy) a material fine, censure or other regulatory

action from Ofcom or any other regulatory body being imposed on or

taken against BT plc in relation to Openreach LoB or against

Openreach Limited; or

(d) there has been a material failure by Openreach Limited to ensure that

the financial and operational performance of the Openreach LoB is in

accordance with the Final Approved AOP and Final Approved MTP.

23.2 In respect of each of the above actions, BT plc will notify Ofcom, where

practicable, in advance in writing of any action it decides to take and in any

event as soon as practicable after such action has been taken.

24. Variations to the Commitments

24.1 Subject to paragraphs 24.2, 24.3 and 24.4, the BT Board may at any time

resolve to vary or amend these Commitments at its discretion. Following the

passing of such resolutions, these Commitments will be amended accordingly.

24.2 Where the BT Board proposes to vary or amend these Commitments, in

advance of making such variation or amendment BT plc shall notify Ofcom of

its proposal no later than 1 month before it is proposed to take effect.

24.3 Where following a notification under paragraph 24.2 Ofcom notifies BT plc

that it is concerned that the proposed variation or amendment has the potential

for these Commitments no longer to satisfy Ofcom’s reasoned competition

concerns, BT plc shall postpone the making of the proposed variation or

amendment for a period of three months from the date of Ofcom’s notification,

during which period BT plc shall discuss the proposed variation or amendment

with Ofcom.

24.4 In the absence of a notification having been made under paragraph 24.3 or

upon expiry of the period in paragraph 24.3 (as applicable), BT plc may make

the proposed variation or amendment.

25. Exemptions to Existing Undertakings

25.1 BT plc will act in accordance with arrangements agreed with Ofcom in respect

of all of the exemptions to the Undertakings agreed between BT plc and

Ofcom to date.

25.2 BT plc and Openreach Limited may from time to time agree exemptions from

these Commitments in relation to similar types of operational arrangements as

those referred to in paragraph 25.1.

25.3 Where new exemptions from these Commitments are agreed in accordance

with clause 25.2, BT plc shall inform Ofcom of the exemption 1 month in

advance of the exemption coming into effect.

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26. Expiry and termination of these Commitments

26.1 These Commitments (as varied from time to time) will remain in place unless

the BT Board resolves to withdraw from these Commitments in accordance

with clause 26.2.

26.2 The BT Board may resolve to withdraw from these Commitments:

(a) by giving reasonable notice to Ofcom where BT considers that it is not

practicable to implement the arrangements contemplated by these

Commitments without a material adverse impact on the business of

BT;

(b) with immediate effect where the conditions set out in the Notification

have not been met within three years from the date of the Notification;

(c) with immediate effect where BT plc receives written notice that Ofcom

has concluded that the arrangements contemplated by these

Commitments do not satisfy Ofcom’s reasoned competition concerns;

or

(d) for any other reason, by giving not less than 12 months’ notice in

writing to Ofcom.

27. General

(a) For the avoidance of doubt nothing in these Commitments shall

automatically amend BT’s contracts with any Communications

Providers (including to confer or purport to confer on any

Communications Provider any benefit or right to enforce any terms of

these Commitments).

(b) Nothing in these Commitments shall require BT to publish or

otherwise disclose confidential information, other than to Ofcom.

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Annex A

Definitions and Interpretation

1. Words or expressions shall have the meaning assigned to them in these

Commitments and otherwise any word or expression shall have the same

meaning as it has in the Communications Act 2003.

2. The Interpretation Act 1978 shall apply as if these Commitments were an Act

of Parliament.

3. Headings and titles shall be disregarded.

4. In these Commitments, product means product and/or service as appropriate,

unless the context otherwise requires.

5. In these Commitments:

Access Network means the Electronic Communications Network which runs

from a Local Access Node to a network termination point on an End-User’s

premise and which supports the provision of copper-based access services and

fibre-based access services to End-Users;

AOP means the annual operating plan produced by the Openreach Executive;

ASA has the meaning given in the recitals;

Authority has the meaning given in paragraph 6.1;

Backhaul Product means a Network Access service which runs from a BT

Local Access Node to:

(a) another BT Local Access Node; or

(b) a BT Core Node; or

(c) another Communications Provider’s point of handover (but which is

not an interconnection circuit or interconnection service provided over

that circuit),

provided that the straight line distance between any of the above is no more

than the greater of:

(i) 15km; or

(ii) the straight line distance from BT’s Local Access Node to the

nearest BT Core Node.

BT means BT plc and any of its subsidiaries or holding companies, or any

subsidiary of such holding companies, as defined by section 1159 of the

Companies Act 2006;

BT Board has the meaning given in the recitals;

BT Group plc means BT Group plc whose registered company number is

4190816;

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BT Group plc CEO means the Chief Executive Officer of BT Group plc;

BT Group plc CFO means the Group Finance Director of BT Group plc;

BT Group Senior Representative means the BT on-call manager, who acts as

the senior representative of the BT Crisis Management Team or its successor

body appointed to advise on the assessment of incidents and oversee and

arbitrate in respect of the triggering and delivery of BT’s response to those

incidents;

BT Pensions Scheme means the pension scheme known as the BT Pension

Scheme which was established by a deed dated 2 March 1983, and which is

currently governed by rules dated 5 April 2016;

BT plc has the meaning given in the recitals;

BT Recipient has the meaning given in paragraph 10.1;

BT’s Backhaul Network means BT’s Electronic Communications Network

from BT’s Local Access Nodes to:

(a) another BT Local Access Node; or

(b) a BT Core Node; or

(c) another Communications Provider’s point of handover.

BT’s Downstream Divisions means BT’s divisions downstream of Openreach

which provide products to non-BT Communications Providers and to End-

Users. For the avoidance of doubt, this excludes BTTSO and BTNIN;

BTNIN means the organisation within BT currently called BT Northern

Ireland Networks, which is a virtually separate organisation with its own

senior management team which manages BT’s Electronic Communications

Network in Northern Ireland, the associated network assets, network finances,

people, culture and wholesale relationships in Northern Ireland, together with

its dedicated support teams in BT Business & Public Sector, and includes any

successors. For the avoidance of doubt, it does not include BT employees or

agents working in Northern Ireland for other parts of BT;

BTTSO means BT Technology, Service and Operations which is the division

of BT with that designation which is BT’s internal service division responsible

for operating BT’s networks, platforms and IT systems (excluding those that

are operated by Openreach) and successors to that division;

Carrier Pre-selection means a facility which allows a subscriber to whom a

publicly available telephone service is provided by means of a public

telephone network to select which provider of such services provided wholly

or partly by means of that network is the provider that the subscriber wishes to

use to carry his calls by designating in advance the selection that is to apply on

every occasion when there has been no selection of provider by use of a

telephone number;

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Code of Practice means the code or codes of practice drawn up and published

in accordance with section 17 of these Commitments;

Commercial Information means information of a commercially confidential

nature relating to SMP Products and which relates to any or all of the

following in relation thereto:

(a) product development;

(b) pricing;

(c) marketing strategy and intelligence;

(d) product launch dates;

(e) cost; or

(f) projected sales volumes.

Commercial Policy means policies and plans in relation to SMP Products and

which relate to any or all of the following in relation thereto:

(a) product development;

(b) pricing;

(c) marketing strategy and intelligence;

(d) product launch dates;

(e) cost;

(f) payment terms; or

(g) product specific forecasting.

For the avoidance of doubt this excludes commercial policy of general

application across BT which it is appropriate to set centrally.

Commitments means the commitments of BT plc to implement the revised

functional separation arrangements identified in this document;

Communications Provider means a person providing a Public Electronic

Communications Service or a Public Electronic Communications Network,

including BT’s Downstream Divisions where relevant and for the avoidance of

doubt shall include any internet service provider. For the avoidance of doubt

this does not include any person in so far as he procures such a service or

network for provision to himself or the members of his group of companies for

their own private use;

Confidential Phase means the phase of the Customer Consultation Process

which bears that name and which is so described in the Customer Consultation

Process;

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Core Node means a node in an Electronic Communications Network whose

primary function is not to support the provision of access services to End-

Users but to switch or route traffic between other nodes in a network;

Customer Confidential Information means any information, in whatever

form, which, in the case of written or electronic information, is clearly

designated by the Communications Provider as commercially confidential and

which, in the case of information disclosed orally, is identified at the time of

disclosure as such or is by its nature commercially confidential, but excluding

any information which:

(a) enters the public domain otherwise than by reason of a breach of

confidentiality;

(b) is previously known to BT (other than the Openreach Division) at the

time of its receipt;

(c) is independently generated or discovered at any time by BT (other than

the Openreach Division); or

(d) is subsequently received from a third party without any restriction on

disclosure.

Customer Consultation Process means the process by which the Openreach

Division will consult with Communications Providers as further described in

Part D of the Governance Protocol;

Dark Fibre Access means a service providing Network Access to one or more

optical fibres suitable for the transmission of electromagnetic energy to

convey signals up to a maximum straight line distance of 45km, including:

(a) all product variants except where otherwise agreed with Ofcom; and

(b) new products introduced by Openreach LoB wholly or substantially in

substitution for that existing product.

For the avoidance of doubt, the Openreach LoB will provide Dark Fibre

Access Backhaul Products so that Communications Providers can join together

multiple network nodes, for example in daisy-chain or hub and spoke

topologies, but not where the use of such services involves network topologies

which have the intent or effect of replicating a core network.

Disclosure Record has the meaning given in paragraph 10.4;

Draft AOP means the draft annual operation plan for the Openreach Division

as produced by the Openreach Executive in accordance with the Governance

Protocol;

Draft MTP means the draft medium term plan for the Openreach Division as

produced by the Openreach Executive in accordance with the Governance

Protocol;

End-User has the same meaning as in the Communications Act 2003;

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Exceptional Incident means an incident, whether or not related to BT’s

Electronic Communications Network, where:

(a) in accordance with BT’s normal incident management process, a BT

Group Senior Representative is appointed to oversee the management

of the incident; and

(b) the BT Group Senior Representative reasonably declares the incident

to be an Exceptional Incident falling within section 22 of these

Commitments. For the avoidance of doubt the BT Group Senior

Representative will be regarded as acting reasonably in declaring an

Exceptional Incident if the incident involves for example:

(i) increased risk of loss of life or significant risk for the health

and safety of BT people or others;

(ii) major terrorist or criminal activity or extremely severe weather

conditions or other significant unforeseeable events adversely

affecting the network and resulting in significant and

widespread damage to considerable parts of BT’s network;

(iii) the activation of BT’s emergency response teams to deal with

dangerous chemical, biological, radiological or nuclear

substances; or

(iv) serious and widespread illness of pandemic or epidemic

proportions affecting a significant proportion of BT’s

workforce at the same time or imposing movement restrictions

on BT’s workforce,

and where the scale or nature of the incident is such that it is likely that

exceptional measures will be required in response.

Exceptional Incident Report means a report concerning the incident that

contains the following information:

(a) a description of any action(s) that BT or the Openreach Division have

taken, or anything which it has done or not done, which, but for section

22, may be considered to be a breach of any of these Commitments,

ASA or the Governance Protocol;

(b) an explanation of why BT or the Openreach Division considered it

reasonable and proportionate to act in such ways; and

(c) the period or periods during which BT or the Openreach Division acted

in such ways, the locality of such actions and the approximate number

of people involved.

Final Approved AOP means the final approved annual operating plan

approved by the BT Group plc Board in accordance with the Governance

Protocol;

Final Approved MTP means the final approved medium term plan approved

by the BT Group plc Board in accordance with the Governance Protocol;

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Governance Protocol means the Governance Protocol referred to in the

Notification;

Hull Area means the area defined as the ‘Licensed Area’ in the licence

granted on 30 November 1987 by the Secretary of State under section 7 of the

Telecommunications Act 1984 to Kingston upon Hull City Council and

Kingston Communications (Hull) plc;

Level 2 System Separation means both (a) separation of the data held by the

system and (b) separate instances of the application software, such that users

can only have access to which they are entitled or which they are permitted,

consistently with the Commitments;

Local Access Node means a node in an Electronic Communications Network

which supports the provision of services to End-Users by means of an Access

Network. For the avoidance of doubt, such nodes include the following,

namely a main distribution frame, an optical distribution frame, a digital local

exchange, a digital subscriber line access multiplexer, a remote concentrator

unit and an MSAN;

MIS means those management information systems which hold Commercial

Information and/or Customer Confidential Information and which are used by

BT to help plan and direct business and organisational operations, decision

making and competitive strategies;

MPF means a circuit comprising a pair of twisted metal wires between an

End-user’s premise and a main distribution frame that employs electric,

magnetic, electro-magnetic, electro-chemical or electro-mechanical energy to

convey Signals when connected to an Electronic Communications Network,

including:

(a) all product variants except where otherwise agreed with Ofcom; and

(b) new products introduced by Openreach LoB wholly or substantially in

substitution for that existing product.

MSAN means a Multi-Service Access Node, being a Local Access Node

which is capable of supporting the provision of multiple services to End-Users

whether over fibre or copper;

MTP means the medium term plan produced by the Openreach Executive;

Network Access has the same meaning as is given to network access in section

151(3) of the Communications Act 2003;

Notification has the meaning given to that term in the Recitals;

OBARCC means the Openreach Board Audit, Risk and Compliance

Committee established by the Openreach Board with the role of reviewing

compliance by Openreach Limited with these Commitments and the

Governance Protocol;

Ofcom means the Office of Communications as established by the Office of

Communications Act 2002, or, where relevant, the Director General of

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Telecommunications as appointed under section 1 of the Telecommunications

Act 1984;

Openreach Board means the board of directors of Openreach Limited;

Openreach CEO means the Chief Executive Officer of the Openreach

Division;

Openreach CFO means the Chief Financial Officer of the Openreach

Division;

Openreach Division means, taken together, Openreach Limited and the

Openreach LoB;

Openreach Employees has the meaning given in paragraph 7.2;

Openreach Executive means the executive leadership team of the Openreach

Division, comprising the Openreach CEO and the senior manager direct

reports to the Openreach CEO, all of whom are Openreach Employees;

Openreach Incentive Plans has the meaning given in paragraph 8.3(a);

Openreach Limited has the meaning given in the recitals;

Openreach LoB has the meaning given in paragraph 3.1 (and which may vary

over time in accordance with any variations to these Commitments);

OSS means operational support systems being those support systems carrying

out the functions and processes which help to run a network and business,

including (but not limited to) pre-ordering, taking a customer’s order,

configuring network components, creating a bill and managing faults;

Physical Infrastructure includes any conduit, tunnel, subway, pipe, structure,

pole or other thing in, on, by or from which an electronic communications

network is or may be installed, supported, carried or suspended over Physical

Infrastructure Access;

Physical Infrastructure Access means Network Access comprising

predominantly of the provision of space, anchorage, attachment facilities

and/or such other facilities as may be reasonably necessary to permit a

Communications Provider to occupy parts of Openreach LoB’s Physical

Infrastructure located between a network termination point on an End-Users

premises and a Local Access Node serving that network termination point,

sufficient to facilitate the establishment, installation, operation and

maintenance of the electronic communications network of a Communications

Provider at that location;

PSTN means Public Switched Telephone Network;

Relevant Ethernet Services means those services provided by Openreach LoB

that comprise dedicated capacity used to deliver business connectivity and

backhaul services provided as at the date of entry into force of these

Commitments under the product names of:

(a) Ethernet Access Direct;

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(b) Ethernet Backhaul Direct; or

(c) Cablelink;

including in relation to each:

(i) all product variants except where otherwise agreed with

Ofcom; and

(ii) new products introduced by Openreach LoB wholly or

substantially in substitution for those existing products.

For the avoidance of doubt, the Openreach LoB will provide Relevant

Ethernet Services Backhaul Products so that Communications Providers can

join together multiple network nodes, for example in daisy-chain or hub and

spoke topologies, but not where the use of such services involves network

topologies which have the intent or effect of replicating a core network.

Relevant WDM Services means those services provided by Openreach LoB

under the product names of:

(a) Optical Spectrum Access;

(b) Optical Spectrum Extended Access;

including in relation to each:

(i) all product variants except where otherwise agreed with

Ofcom; and

(ii) new products introduced by Openreach LoB wholly or

substantially in substitution for those existing products.

For the avoidance of doubt, the Openreach LoB will provide Relevant WDM

Services Backhaul Products so that Communications Providers can join

together multiple network nodes, for example in daisy-chain or hub and spoke

topologies, but not where the use of such services involves network topologies

which have the intent or effect of replicating a core network.

Scorecard means a measure for setting targets in connection with the incentive

remuneration of certain employees;

SDH means Synchronous Digital Hierarchy;

SLA means service level agreement;

SMP means Significant Market Power, where this is found pursuant to a

market review under the relevant provisions of the Communications Act 2003;

SMP Condition has the same meaning as in the Communications Act 2003;

SMP Product means a product or service falling within a market for Network

Access in which BT has been determined from time to time by Ofcom as

having SMP (excluding international direct dial products based on

interconnection directly or indirectly to BT’s international switching centres)

set by Ofcom under the relevant provisions of the Communications Act 2003;

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Statement of Requirements Process means a procedure whereby a

Communications Provider submits a request to the Openreach Division for

new or enhanced Network Access;

TUPE means the Transfer of Undertakings (Protection of Employment)

Regulations 2006;

UK Corporate Governance Code means the document of that name dated

April 2016 and published by the Financial Reporting Council;

United Kingdom has the meaning given to it in the Interpretation Act 1978;

Undertakings means the undertakings given by BT plc to Ofcom to the

Enterprise Act 2002 and which took effect on 22 September 2005;

Virtual Unbundled Local Access means Network Access comprising of a

virtual circuit between an End-User Premise and a Local Access Node, which

circuit provides such specified capacity as is agreed between the Openreach

LoB and the Communications Provider for the Communications Provider’s

exclusive use, including:

(a) all product variants regardless of the underlying access technology

except where otherwise agreed with Ofcom;

(b) new products introduced by Openreach LoB wholly or substantially in

substitution for those existing products; and

(c) variants that do not depend on the purchase of a copper-based access

service; and

Wholesale Line Rental means any or all of Wholesale Analogue Line Rental,

Wholesale ISDN2 Line Rental and Wholesale ISDN30 Line Rental.

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Annex B

List of the MIS systems

MIS system Description

Amethyst Wholesale Amethyst is a data warehousing application developed on

an Oracle database. It gives users the capability to drill

down and search for detailed information. Amethyst

contains network product, financial and investment data.

Aspire Accounting Separation, Product Integration & Reporting

Environment (ASPIRE) is BT’s regulatory accounting

system based on ORACLE. It is the source system for

BT’s annual published regulatory financial statements. It

ensures that costs are appropriately allocated across BT’s

activities, and provides detailed product level cost

information.

CAMERA Campaign Management Evaluation and Reporting

Application (CAMERA) is a BT wide system for

creating, managing and reporting on BT Marketing

Campaign spend. The system manages the financial and

procurement activities associated with marketing

campaigns and provides a reporting function for

campaign managers.

CDS CDS is a data warehouse which receives inputs from

various systems including CAMSS, COSMOSS and CSS.

Against these inputs, CDS provide various quality of

service and management information reports against BT

line of business provision, repair, customer contact and

call centre activities.

CID The Central Information Database is a data warehouse

which collates financial and non-financial information

from all Lines of Business. Information is accessible by

Line of Business and is also summarised for Group-level

accounting and reporting purposes.

eCAESAR E-Caesar stands for “electronic COSMOSS Activity

Extract and Summary Analysis Reports”. It extracts real

time order data for Private Circuits from COSMOSS and

makes it available on a web page.

Hyperion Strategic

Finance

Hyperion Strategic Finance is a tool that is used by BT

within its annual strategic planning process. It forecasts

the financial data for any predefined account based upon

the driver of that account.

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MIS system Description

Netview Netview stores Quality of Service data for orders that

have been provided to customers. The system calculates

and reports measures for Productivity, Quality, Finance

and Volumes.

NIMS MIS NIMS MIS is a data warehousing system which measures

and reports on the performance of field force activities.

The system also reports on costs for engineering jobs.

POWERHOUSE The Powerhouse is a BT Group Level data warehouse

which collates Product Volumes information from all

Lines of Business. Information is summarised for Group-

level accounting and reporting purposes.

REFINE Regulatory Finance Information Environment (REFINE)

is BT’s bespoke regulatory accounting system,

succeeding ASPIRE. It is the source system for BT’s

annual published regulatory financial statements. It

ensures that costs are appropriately allocated across BT’s

activities, and provides detailed product level cost

information.

Retail Amethyst Provides reports to support the debt management

processes by integrating “Aged Debt” reports/feeds from

the separate billing systems into unified reports for the

Lines of Business.

RM Datamart The RM Datamart is a Resource Management system

providing web-based reports. Its prime function is to

match and supply appropriately skilled resources based

on demand.

Web MIS Web MIS provides reports that are used by teams across

BT Lines of Business to identify and act against the

causes of customer dissatisfaction and business process

performance issues.

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Annex C

List of Shared OSS

OSS Description

Exchange Records in

BT (BerT)

BerT is used to record the physical inventory of

Transmission and 21CN related equipment in BT

exchange buildings.

Core Cable

Management System

(CCMS)

CCMS holds fibre Core Cable records for the whole of

the UK, it provides data into systems like NETRISK to

support separacy checks.

Fibre Repair Analysis

Centre (FRAC)

FRAC is a fault report database that tracks information

pertaining to fibre optic faults.

Integrated Network

System (INS)

INS supports planning, assignment and maintenance of

the Analogue and PDH network. Used for the planning

and routing of Wideband provisions and BT’s PSTN Core

Network. This includes the SDH Physical Bearer

Network, WDM Bearer Network, and 21CN Networks.

Provides facilities to design, repair and route circuits,

record transmission equipment and fibre information and

check separacy/diversity requirements.

The National Cable

Database (NCD)

NCD holds all data relating to the design, planning and

provision of network cables.

The Network Decision

Support Database

(NDS)

NDS provides scheduled and ad-hoc operational

management information reports and data extracts

relating to the network and switches. It is widely used for

provision, problem management, network management,

and resource management purposes.

NETRISK NETRISK records inter-exchange fibre cable routes down

to duct level (ie box to box records), and reports the

results of physical separacy checks as risk ids between

specific routings or cable ids passing through a given duct

structure.

Physical Inventory

Planning E-Records

(PIPeR

PIPeR will in time hold all BT’s internal and external

physical inventory in support of the planning process.

Planning And Recording

Modernisation (PRM)

PRM is used by BT’s planners to plan network changes.

It contains scanned raster images of BTs external network

overlaid on a geographic map base of UK.

Mobile Infrastructure

Planning Tool (MIPT)

MIPT is a planning tool used for 3rd Generation Mobile

networks. It overlays information about BTs network

onto UK maps to support shared infrastructure planning

decisions.

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OSS Description

Common Infrastructure

System (CIS)

CIS is a web based tool which provides reports based

solely on CCMS information. These may include eg the

core cables in a particular manhole or duct.

Or such successor or replacement OSS, or such additional OSS.